Terms of Service
These Terms of Service, the Acceptable Use Policy (“AUP”), and the Software Licence Agreement (collectively, this “Agreement”) govern your purchase and use of all ALRUX Inc. services (collectively, the "Services"), as described in the Order Form(s) submitted by a client (“Client”) and accepted by ALRUX.
1. DEFINITIONS
Throughout the text of this Agreement, ALRUX and the Client may be referred to individually as a “Party” and collectively as the “Parties”. Also,
(a) “Application” means all the software components – scripts, programs, applets, databases and any other type of computer files – that are used, individually or collectively, to perform a set of operations, with or without user intervention, in order to provide the Service as specified in this Agreement. The Application includes, but is not limited to, the Website and the Content Management System, as defined below.
(b) “Confidential Information” means all information disclosed between the parties, including, but not limited to, technical information, financial data, and business and marketing plans. Confidential Information shall not include information which is lawfully obtained by the receiving party from a publicly available source of information or from a third party.
(c) “Content” means any or all text, static or motion imagery (including, but not limited to, pictures, drawings, charts, animated drawings, videos), sound or data files made available on the Website with the main purpose of delivering information or marketing messages.
(d) “Content Management System” means the portion of the Application responsible for allowing the Client to add, remove and make changes to the Content elements and the way they are presented on the Website.
(e) “Hosting Services” refers to the technical infrastructure and the automated and manual operations necessary for the Application to function and to be accessible to the intended users by means of an Internet Connection. The Hosting Services also include the email exchange services, allowing for the sending and receiving of electronic mail messages.
(f) “Internet Connection” means a connection between a computer and the global computers network known as the Internet. This connection has to be able to transfer data to and from any server on the Internet, using at least the following standard Internet protocols: http (used for viewing web pages), https (used for viewing secured web pages), pop3 (used for receiving email messages) and smtp (used for sending email messages).
(g) “Layout” means all HTML code, imagery and browser-side software (scripts and applets that run inside the viewer’s browser, as opposed to the software that runs on the server), used on the Website with the main purpose of providing navigation functionality and visual support for the Content.
(h) “Maintenance” means the on-going server-side configuration and setting adjustments and clean-up operations that are necessary for the Application to perform accordingly to the specifications set forth in this Agreement.
(i) “Supervision” means the on-going collection and analysis of data in order to identify and correct possible deviations of the Application from the expected behaviour, or to identify possibilities for improving the Application.
(j) “Website” means a set of inter-linked documents, files and interactive forms made available to Internet users.
2. USE OF SERVICES
2.1. The AUP governs the general policies and procedures for use of the Services. The AUP is posted on the site at www.alrux.com/legal (or such other location as ALRUX may specify) and may be updated from time to time. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE AUP AND ANY MODIFICATIONS TO THE TERMS. ALRUX MAY TERMINATE YOUR ACCOUNT WITHOUT NOTICE FOR ANY VIOLATION OF THE AUP OR THIS AGREEMENT.
2.2. The Client shall provide all Content, in electronic format, according to the Provider's specifications.
2.3. The Client shall use all reasonable efforts, including the implementation of reasonable physical security measures and operating procedures, to protect the secrecy of the security codes and passwords required to access the protected, non-public functionality of the Application, if such functionality is available.
2.4. The Client shall use all reasonable efforts to prevent the use of the email accounts included with the Hosting Services for the sending of unsolicited messages (SPAM). The Client shall not use unsolicited email messages to announce or promote the Application or any of its components. Any breach of this obligation constitutes reason for immediate termination of this Agreement, without limiting in any way the rights of the Provider to seek all available legal and equitable remedies.
2.5. ALRUX has the right, but not the obligation, to place signatures such as “website designed and built by ALRUX”, “powered by Xentage” or other similar wording, on any and all pages of the Application web interface.
2.6. ALRUX has the right, but not the obligation, to include and display a description of the project in its public portfolio of clients and projects.
3. SOFTWARE LICENCE
3.1. The Software Licence Agreement governs the use of any software components provided by ALRUX in connection with the use of the Services .The Software Licence Agreement is posted on the site at www.alrux.com/legal (or such other location as ALRUX may specify) and may be updated from time to time. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE SOFTWARE LICENCE AGREEMENT AND ANY MODIFICATIONS TO THE TERMS. ALRUX MAY TERMINATE YOUR ACCOUNT WITHOUT NOTICE FOR ANY VIOLATION OF THE SOFTWARE LICENCE AGREEMENT OR THIS AGREEMENT.
3.2. The Provider reserves the right to make modifications to the Application in order to enhance, expand or otherwise improve its functionality, at any time and without prior notice.
3.3. Upon payment in full of the setup fees set forth in this Agreement, the Provider grants the Client a non-exclusive, non-transferable perpetual license to use all Layout elements.
3.4. All elements of the Application that were not provided by the Client are and remain the property of the Provider.
3.5. All domain names registered by the Provider on the behalf of the Client become the property of the Client upon payment in full of the agreed related fees.
4. FEES
4.1. The Client shall pay the Provider the amounts specified in the Order Form and in the subsequent invoices on or before their due dates, as shown on the Order Form or invoice.
4.2. Each amount is due on the due date specified by the earliest invoice that shows the amount.
4.3. The Provider shall issue all invoices so that they allow at least 14 days between the issuing and due dates.
4.4. The first billing cycle starts the day when the Provider has granted the Client access to the Content Management System, or when the Website has been made publicly accessible, whichever comes first.
4.5. The Provider shall issue the invoices for any related additional products or services ordered by the Client upon Client's acceptance of such products or services.
4.6. The Provider may request a non-refundable deposit, as well as payment of any overdue amounts, to be made before accepting the order for additional products or services.
4.7. The Client is responsible for all applicable federal, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service. Such amounts are in addition to the fees for the Service and will be invoiced as set forth in this Agreement. If the Client is exempt from payment of such taxes, the Client must provide an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date the Provider receives such certificate.
5. PAYMENT
5.1. The Client shall pay the Provider the amounts due, in full, by cheque made payable to ALRUX and delivered to the address specified at “10.1. Notices”.
5.2. In the event the payment in full is not received before or on the due date, the Provider may suspend any or all services, including but not limited to the Application availability to the Client and the public, at any time, until all the amounts due are paid in full. In doing so the Provider does not lose or waive any rights it has under this Agreement or by law.
5.3. For all overdue amounts, the Provider has the right to charge late payment fees, equal to 0.1% of the amount overdue for each day starting with the first day after the due date and ending with the day the payment is received by the Provider. In doing so the Provider does not lose or waive any rights it has under this Agreement or by law.
5.4.
All payments received by the Provider are non-refundable and shall be
applied to the amounts owed by the Client, in the following order:
a)
First, to the late payment fees, if any, from the oldest to the most
recent;
b) Second, to any other amount due, if any, from the
oldest to the most recent;
c) Third, against the charges on the
next invoice or invoices.
5.5. The Provider may accept partial payments marked as “paid in full” or containing similar wording without losing any rights it has under this Agreement or by law, including but not limited to the right to recover in full the amounts owed by the Client.
6. CONFIDENTIALITY
6.1. The Parties shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information exchanged in the process of executing this Agreement, including implementing reasonable physical security measures and operating procedures.
6.2. The Parties shall make no disclosures whatsoever of any Confidential Information to others; however, disclosure is permitted to the Parties' officers and employees who have a demonstrable need to know such Confidential Information, provided that the Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof.
6.3. In the event of any termination of this Agreement, all Confidential Information in the other Party's possession shall be immediately returned to its owner.
6.4. The obligations of this Section 6 shall survive any termination of this Agreement and remain in full force and effect.
6.5. Both Parties agree that any Party shall be entitled to seek all available legal and equitable remedies for the breach by the other Party of this Section 6.
7. TERM OF AGREEMENT
7.1. The duties and obligations of the Parties under this Agreement shall commence as of the date the Client’s order is accepted by the Provider, as specified in the Order Form.
7.2. The term shall continue until the Agreement is terminated as provided herein.
7.3. Termination For Cause. In the event that either Party materially breaches any term of this Agreement, including any of its representations, warranties, covenants and agreements hereunder, and such breach is not cured within ten (10) calendar days after written notice thereof is given by the other Party, then the non-breaching Party may, by giving written notice thereof to the other Party, terminate this Agreement as of the date specified in such notice of termination.
7.4. Early Termination. Either party may terminate this Agreement at any time by giving the other party thirty (30) days written notice.
7.5. Bankruptcy. Either Party may terminate this Agreement with immediate effect if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's business.
8. REPRESENTATIONS AND WARRANTIES
8.1. The Client hereby represents and warrants to the Provider as follows:
(a) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid, and binding obligation, enforceable against the Client in accordance with its terms;
(b) The execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation, (ii) any order, judgement, or decree, (iii) any provision of corporate by-laws or constitutive documents, or (iv) any agreement or other instrument;
(c) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;
(d) There is no pending or, to the best of Client's knowledge, threatened claim, action, or proceeding against the Client with respect to the execution, delivery, or consummation of this Agreement, or with respect to Client's trademarks, and, to the best of Client's knowledge, there is no basis for any such claim, action, or proceeding.
8.2. The Provider hereby represents and warrants to the Client as follows:
(a) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid, and binding obligation, enforceable against the Provider in accordance with its terms;
(b) The execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation, (ii) any order, judgement, or decree, (iii) any provision of corporate by-laws or constitutive documents, or (iv) any agreement or other instrument;
(c) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;
(d) There is no pending or, to the best of Provider's knowledge, threatened claim, action, or proceeding against Provider with respect to the execution, delivery, or consummation of this Agreement, or with respect to Provider's trademarks, and, to the best of Provider's knowledge, there is no basis for any such claim, action, or proceeding.
